General terms and conditions

1. General, Scope of Application

1.1 All orders shall only be accepted and carried out in accordance with the following conditions. These also apply if TECTUS carries out the work or delivery unconditionally with the knowledge of the existence of contradictory or deviating customer conditions. Contradictory general business or purchasing terms and conditions of the customer’s shall only apply if these have been explicitly confirmed in writing by TECTUS. Verbal secondary agreements shall only apply if they have been explicitly confirmed in writing by TECTUS.

1.2 These conditions shall also apply for all future business between the parties without an explicit agreement. The German text of the terms and conditions applies. In the event of differences between the German text and the English text, the German text shall take priority.

2. Quotations, quotation documentation and conclusion of contracts

2.1 Our quotations are non-binding. The drawings and illustrations belonging to the quotation are non-binding unless they are explicitly designated as binding in writing.

2.2 The ownership and usage rights of illustrations, drawings, calculations and other documentation is reserved; they must not be made available to third parties. This particularly applies to those documents which are marked as “confidential”; the customer requires our explicit written permission before passing them on to third parties.

2.3 A contract does not come into being until the delivery or work has been carried out or we have provided our written order confirmation.

3. Pricing

3.1 Our prices are ex works and uninsured, excluding packing and shipping costs, and excluding the statutory rate of VAT. These costs will be billed for separately.

3.2 Unless otherwise specified in our order confirmation, the price is payable net (without deductions) within 30 days of the date of the invoice. If our customer is late with payment, we are entitled to demand interest at the rate of 7% above the respective base rate of interest.

3.3. Our customer only has the right to offsetting if his counter-claims have been established in law, uncontested or have been accepted by us. Our customer does not have the right to retention because of contested counter-claims.

4. Delivery and service periods, lateness

4.1. The deadlines for the delivery or work that are specified in our quotations or verbally agreed are non-binding unless we have explicitly agreed to a fixed deadline in writing.

4.2 Adherence to an agreed delivery or work deadline presupposes that our customer has fulfilled his obligation on time and properly.

4.3 If we are late for reasons for which we are responsible, damage compensation claims are ruled out in the case of ordinary negligence.

4.4 If our customer grants us an appropriate period of grace with the threat of refusal to accept performance after we have been late, he shall be entitled to withdraw from the contract if the period of grace elapses without a result; our customer is only entitled to compensation claims if the delay was caused by malice or gross negligence.

5. Conditions of delivery

5.1. Our deliveries are ex works. The risk is transferred to our customer at the point in time of arrival of the notification of readiness for delivery, but no later than when the goods are provided for loading or for the purpose of shipment. This also applies if we are paying the transport costs or carry out the delivery ourselves. The shipment shall only be insured if this has been specially agreed, and shall be at the customer’s cost.

5.2. If deliveries are not made to us correctly and on time, we are entitled to withdraw from the contract. If we make use of this right to withdraw, our customer is not entitled to make any compensation claims. This particularly applies to delayed deliveries from our suppliers because of technical problems and qualitative yield in the manufacturing process of semiconductors and microchips.

5.3 If our customer is late in accepting the goods or infringes other cooperation obligations, we are entitled to claim for the damages that we have suffered, including any additional costs.

6. Disposal of Materials

We do not take back packing materials and used products unless it is reusable packaging for which have taken a deposit.

In this case, the packaging should be returned to our dispatching plant free of charge and in a pristine, clean condition and the deposit will be returned.

7. Warranty and complaints, liability

7.1. The warranty rights of our customer presuppose that he has carried out received goods checking and fulfilled his obligation to give notice of defects. A notice of defect must be sent in writing within seven days of receiving the goods.

7.2 In the event of a justified and prompt notice of defect, we shall take back the defective item and supply a replacement, or we are also entitled to improve the item.

7.3 The customer must immediately give us the opportunity to confirm the defect, and must particularly make the goods that are the subject of the complaint or samples thereof available on request. Otherwise all defect claims shall be null and void.

7.4 No warranty is accepted for damage for which we are not responsible, particularly not for transport damage, incorrect handling or incorrect storage.

7.5 Unless otherwise specified in the following, further claims from our customer for any legal reason whatsoever are ruled out. We are therefore not liable for damage which has not been made to the subject of the delivery itself; in particular, we are not liable for loss of profit, consequential damage or other damage to the assets of our customer, or for costs and damages which are asserted against our customer by third parties. This does not apply in the event of malice or gross negligence.

7.6 The warranty period is 12 months, calculated from the transfer of risk. This deadline also applies to compensation claims for damage that has occurred as a result of a defect, provided that no claims are made for non-permissible actions.

8. General Liability Limitations

8.1 Any further liability for compensation claims shall be ruled out, regardless of the legal nature of the asserted claim.

8.2 This regulation does not apply to claims in accordance with the product liability act or cases of impossibility.

9. Software

9.1 The customer is granted a non-transferable usage right with regard to software and the associated documentation with which the customer is provided.

Our customer may not make the software and associated documentation available to third parties, neither as the original nor in the form of complete copies or extracts.

10. Retention of title

10.1 We reserve the right to the ownership of the supplied goods until all payments from the delivery contract have been received. If our customer is in violation of the contract, particularly if he is late with payment, we are entitled to request the return of the supplied goods. Taking back the goods does not constitute the right to withdraw from the contract, unless we explicitly declare this in writing.

10.2 Our customer is obliged to handle the supplied goods with care, and is particularly obliged to insure them at his own cost against fire, water and theft to cover the cost of replacement.

10.3 In the event of pledging or other intervention by third parties, our customer must notify us immediately in writing so that we can assert our rights.

10.4 Our customer is entitled to sell on the supplied goods within the proper course of business. However, he must immediately transfer all claims to us, and grant us the right to collect all of his claims ourselves (for the amount that he owes to us, including VAT), provided that we explicitly declare this in writing. In order to do this, we shall receive all of the necessary customer data and our customer shall inform his debtor of the transfer. If we do not make use of this right, our customer remains entitled to collect the claims.

10.5 If the delivered goods are processed or inseparably mixed with other objects that do not belong to us, we shall acquire co-ownership of the new item to the proportion of the value of the item that was delivered by us. The same conditions apply to the object that was created from such processing as for the goods that have been delivered under reservation.

11. Place of execution, place of jurisdiction, applicable law

11.1 Unless otherwise stipulated in the order confirmation, our headquarters is the place of fulfilment.

11.2 The place of jurisdiction is D-47445 Moers. TECTUS is also entitled to file a suit before any other legally responsible court.

11.3 German law exclusively applies for the entire contractual relationship, with the exclusion of the UN purchasing law.

12. Final Clause

If individual clauses of these conditions are or become ineffective or unenforceable, this does not affect the validity of the remaining parts.

In this case, the parties agree to replace the clause that is ineffective or unenforceable with a clause that is effective or enforceable which corresponds to the spirit or purpose of the clause that is being replaced. Legally binding is only the German version of our GTC.

 

State 1st of March 2016